The Changeling War
by NoctourneOfShadows
Summary: 1000 years ago, the changelings signed a treaty with the dragons and found a new king, their combined forces defeated Celestia and the Elements of Harmony. Now it is up to Starbringer and Flame Storm, the only two stallions left in Equestria, to help Celestia regain the throne. M for Sexual Content, Language, and Gore.
1. Introduction

Throughout the years of Equestria, ponies lived in complete harmony and peace. But they were unaware of another powerful race slowly becoming more powerful than Celestia herself, they were the changelings, a race of morphers that took an appearance of a pony, but had the real appearance of a pony with black skin, no fur, green eyes, and holes in their bodies. Celestia and the Elements of Harmony Twilight Sparkle, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity defeated the Queen of the Changelings and sent her flying back to her home during the wedding of Princess Mi Amore Cadenza and Shining Armor. But they were unaware of their slowly growing power, while Equestria was enjoying their peace and harmony; the Changelings lived in hatred and evil. That very evil made them turn on their own queen and cast her out into the shadows, never to be seen again. That is where they found their true king. His name was King Swarm, he was the most evil and hate filled changeling of the lot, he despised the pony's kind and gentle behavior, he believed that anyone that was weak should be destroyed. He slowly built his army in the shadows and created the most destructive weapons ever known to Equestria. When the time came, they went to war with Equestria one last time, and to make it even crueler, it had happened during one of the Element of Harmony's Princess Coronation ceremony. Twilight Sparkle had become a princess only to see the army of changelings approach the castle; they didn't even see it coming. They easily overtook the castle with their cannon's and magic. King Swarm entered Canterlot unscratched as he made his way to the Castle Courtyard to see the princesses and the Elements of Harmony. They attempted to use the Elements of Harmony on him, but they didn't know of his terrifying power, before the invasion he had created a treaty with the dragons to share the land of Equestria after they overtook it. The dragons came in and broke the castle to ruins as the rubble from the castle landed on Princess Celestia, thus injuring her. After Twilight and her companions had checked up on her, they charged up their Elements of Harmony only to have changelings swarm the area around them, they swiftly grabbed the elements and tore them off their necks, thus making them vulnerable. This made it easy for the combined strength of King Swarm, the changelings, and the dragons to beat up the Elements of Harmony and throw them in the castle ruins and perform a magic lock, trapping them in a reality until the spell was broken.

Equestria had fallen. King Swarm, the changelings, and the dragons had successfully taken over Equestria. And with it, came 1000 years of suffering to the ponies. This is where our journey begins.

*Present time*

"Hey, I think we got a runner." A changeling guard said to another as he levitated a sniper rifle over, he aimed it as he looked to see a small red mare running, trying to make it past the borders of Equestria, and making it into the outskirts of Equestria, as it was the only area that was safe.

"No wait, don't shoot her yet, I want the shot." The other changeling said loading his sniper.

"Wait, just look at her. She's having the time of his life; she expects freedom as soon as she escapes. But the fact that we are here is her downfall. Look as she almost crosses it, finally feeling the freedom that she once had and then…" The changeling guard said as he shot the pony in the hoof.

"Wow, I missed just slightly, next time it's her head." The guard said laughing until he felt a figure behind him. He turned around to see a stallion; he had a red coat, a red and orange flowing mane, and a fire emblem cutiemark. His eyes were a very darkish red, and he was a unicorn. He looks down at the two petrol guards as flames surrounded his hoof as he punched one of the guards, his flesh melted away at the extremely hot flames.

"Wait. I thought the stallions were extinct, only the mares survived. We killed all the stallions so they're would be no way of population!" The changeling screamed as he let out a cry before another stallion approached. This one came up right behind the red one. This one had a blue coat, a black and blue mane, and a star cutiemark. He was a Pegasus.

"I am Starbringer, and this is Flame Storm. We are here to bring an end to this, we are here to bring freedom to the ponies, and this is our first mission." The blue stallion said as he grabbed the changeling and held him over his head.

"You tell your king that we are after him, and we shall bring independence to the Equestrian ponies and drive out every single one of you scum out of Equestria!." Starbringer said as he threw the changeling over the railing as he began to fly back to the castle.

"Flame Storm, let's go free these ponies." Starbringer said with a serious expression as they began to walk off. Flame Storm shook his head as he used magic to teleport over to the hurt mare.

"Please help me...I've been shot in the leg...can you help…me please?" The red mare pleaded as she was bleeding out of her left back hoof. Flame Storm nodded and used magic to heal the mare, it took a while but the mare was healed slightly.

"Thank you." She smiled as she gave Flame Storm a hug, he hugged back.

"Well, it's time for you to gain your freedom, beyond the outskirts of Equestria; there is a village full of ponies, and other species. You live there in peace, until I and my friend bring back Equestria." Flame Storm said with a smile to the mare, she smiled greatly as she ran outside Equestria.

"Star, we must save this country, for the good of everypony. We must never let another pony die at the hoofs of a changeling. We must declare the Changeling War." Flame said with a serious expression.


	2. The Changeling Defense

Flame Storm looked on into the distance as he saw the barren wasteland he knew as Equestria. Over the years, Equestria had slowly become a war zone. When the changelings took over, they split the land into three territories.

There was The Changeling Hive, which was the major city of the land. They used the ponies as slaves and there was the castle.

Then there was the Equestrian Warzone and that was the area outside The Changeling Hive. It was like a coliseum; they would place two ponies into the coliseum and then make them fight to the death. If they refused, they would both die.

Then there was his hometown of the Outer-Lands. It was the most populated area in the entire country; it was mostly made up of ponies but was in complete control by the changelings.

There was a reason that these two stallions were the only males alive. They were both chosen 100 years ago for an experiment. They were once normal colts living horribly in Outer-Lands until two secret pony operatives took them. The reason they took them was because the changelings declared that they would kill the stallions to stop reproducing. The operatives knocked out the two colts and placed them in their lab. They placed a small insect called a Wormtail Maximus. Its abilities are a mystery to this day. The Wormtail Maximus fed on spiritual energy, but in turn gave them a mass amount of magic. The operatives then placed them in a time capsule set for 100 years.

And that is how they came to the future. Flame Storm and Starbringer walked down the dead fields and walked toward The Changeling Hive. Flame Storm and Starbringer knew that this was going to be extremely hard because prior to them coming back into Equestria, the changelings signed treaties with the griffons, the zebras, the dragons, and the creatures of the Everfree Forest. The mules were used a slaves just like the ponies.

Flame Storm looked on as he saw a small group of changelings approached them. There was the same changeling from earlier and some of his friends.

"Hey red stallion, I didn't bother telling the king of some puny little brats. Instead, I am going to deal with you myself. I decided to bring my friends along to help, just in case you try to use some of your cheap tricks." The changeling said with a hackle.

Flame Storm looked on a bit mad that the changeling would think he would use petty tricks to defeat a puny changeling like himself. He turned to Starbringer and nodded. They both looked on at the changelings as a red aura traveled throughout Flame Storm's body, while a blue aura went around Starbringer's. The changelings charged at them.

**(Disturbed- Divide.)**

**(Go!)**

The magic around their bodies grew as the changelings were keeping themselves up, but it was hard due to the fact that their magic was so heavy.

**(I want to tear a big hole in what is to be, to end all this infatuation with unity, I'm seeking my salvation alone again, I never needed to be one of you anyway.)**

Flame Storm smiled as he dashed right next to one of the changelings, which caused it to look at him with wide-eyes. The changeling thought 'How can this be his speed!?' Flame Storm then grabbed the changelings hoof and swung it through the air; he then threw it hard onto the ground. It caused a giant crater.

**(Don't wanna be another player losing in this game, I'm trying to impress upon you, We're not the same, My own individuality is so unique, I'm one impressive motherfucker, Now, wouldn't you say?)**

Starbringer smiled as he threw a magic blast at a changeling, the changeling dashed to the side to avoid it, but then it looked behind to see where it went. The magic blast curved as it went back toward the changeling at a fast speed, it tried to evade it again, but the magic blast curved and hit it in the chest. The blast turned into ice as the changeling was covered in it. Starbringer then punched it as the changeling was destroyed completely.

**(Break apart and Divide, divide, divide, divide, you might say that I'm the last man standing now, and though you try, you'll never find a way to break me. You might say that I'm sick of being lost in the crowd, I hear the sirens but they're never gonna take me!)**

Flame Storm smiled as he teleported next to another changeling as he threw a fire beam at it, it was able to dash to the left, but Flame teleported next to it and gathered up magic into his right hoof and hit the changeling on the top of his head. When the changeling was on the ground, Flame stopped his right hoof right on the top of its head, the changeling's head shattered.

**(I am a little more provocative then you might need, It's your shock and then your horror on which I feed, So can you tell me what exactly does freedom mean, If I'm not free to be as twisted as I wanna be.)**

Starbringer and Flame Storm looked at each other with smiles and then looked back over to the changelings. There were only four changelings left, and they were losing their edge. Starbringer nodded as Flame Storm backed off. Starbringer smiled as he charged up blue magic into both of his hooves and then brought them together. He then threw his hooves forward as a large blue beam came out of his hooves, the blast then hit the four changelings head on as they all exploded in the explosion that the blast exploded.

**(Don't wanna be another player losing in this game, I'm trying to impress upon you, We're not the same, My psychotic mentality is so unique, I'm one aggressive motherfucker, Now, wouldn't you say?)**

Flame Storm looked forward and saw that one of the changelings grew a suit of armor and he grew about 3 feet larger than he already was. That changeling was a commander and they were all given the ability to turn into their commander form. Starbringer looked up at it with squinted eyes and then smiled.

**(Break apart and Divide, divide, divide, divide, you might say that I'm the last man standing now, and though you try, you'll never find a way to break me. You might say that I'm sick of being lost in the crowd, I hear the sirens but they're never gonna take me!)**

Starbringer and Flame Storm smiled as they ran forward the giant commander changeling, the changeling then swung its giant hoof at them as they jumped on top of its hoof. They ran up his hoof and kicked him in the face. Starbringer and Flame Storm got their momentum back and charged magic up in their hoofs.

**(They won't take me)**

Starbringer and Flame Storm swung their hoofs that were full of their magic.

**(Break, break, break, break, (Break apart and divide))**

Their hoofs made contact on its head as the changeling's head exploded into many pieces.

**(Break, break, break, break (Break apart and divide and divide and divide.))**

Starbringer and Flame Storm jumped off of the changeling and began to walk off.

**(Divide, divide, divide, divide**

**Divide, divide, break apart and divide**

**Divide, divide, divide, divide**

**Divide, divide, break apart and...)**

The changeling got up and grew back its head. It then went to charge at them but then it began to hear beeps in its head.

**(Divide, divide, divide, divide**

**Divide, divide, break apart and divide**

**Divide, divide, divide, divide**

**Divide, divide, break apart and...)**

The changeling looked and banged his head, the noise wouldn't go away. It then heard the beeping go faster and faster, it knew exactly what it was, it was a bomb in its head.

**(Divide, divide, divide, divide (you might say that I'm the last man standing now)**

**Divide, divide, break apart and divide!)**

Starbringer and Flame Storm didn't look back as the changeling's head exploded into many pieces, leaving behind a trail of blood and brain bit. They kept walking forward and then looked at each other.

"Let's go free our kind." They said to each other as they walked towards the city.


End file.
